Public Offering for Sale Sample Clauses

Public Offering for Sale. The Parties shall attempt through the exercise of their voting rights within the General Meeting or on the Board of Directors, as applicable, to have the Company adopt and execute the Necessary Acts to allow a public offering for sale that would allow certain shares owned by Grupo Repsol YPF to be listed for trading on regulated securities markets (hereinafter, the “OPV”). The Parties agree that the sale price per Share that is set in the OPV shall be set in view of the “Fair Market Value” and the number of Shares owned by Grupo Repsol YPF that will be transferred through the OPV shall be determined only and exclusively by Grupo Repsol YPF, without in any case the block to be transferred by Grupo Repsol YPF being less than ten percent (10%) of the Company’s capital stock. Without prejudice to the foregoing, if PESA has paid all the amounts owed as interest and principal corresponding to the Term Loan, PESA may request and it shall have a right, as well as the shares owned by Repsol YPF, for a percentage of its shares of the Company that is directly proportional to the participation that PESA holds, at that time, with respect to all the shares owned by PESA and Grupo Repsol YPF, to be included in the OPV. PESA may participate in the OPV in the percentage indicated in the prior paragraph provided that the funds that PESA obtains from selling that percentage of shares in the OPV are allocated entirely to pay off the outstanding balance of the Vendor’s Loan, pursuant to the provisions of the Vendor’s Loan. Grupo Repsol YPF undertakes not to accept offers to purchase and not to transfer shares of the Company in the OPV before the Waiting Period has ended. Additionally, on the basis of said OPV process, Grupo Repsol YPF will not transfer its shares of the Company before the Waiting Period has ended without previously obtaining from the eventual buyer (i) an identical undertaking to that assumed by Grupo Repsol YPF in Clause 7.5 of this Agreement and (ii) commitment to not transfer its shares of the Company before the Waiting Period has ended.
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Related to Public Offering for Sale

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • Public Offering Price Except as otherwise noted in the Issuer’s current Prospectus and/or Statement of Additional Information, all shares sold to investors by Distributors or the Issuer will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per share, as determined in the manner described in the Issuer’s current Prospectus and/or Statement of Additional Information, plus a sales charge (if any) described in the Issuer’s current Prospectus and/or Statement of Additional Information. The Issuer shall in all cases receive the net asset value per share on all sales. If a sales charge is in effect, Distributors shall have the right subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940 to pay a portion of the sales charge to dealers who have sold shares of the Issuer. If a fee in connection with shareholder redemptions is in effect, the Issuer shall collect the fee and, unless otherwise agreed upon by the Issuer and Distributors, the Issuer shall be entitled to receive all of such fees.

  • Public Offering of the Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Public Offering of the Securities The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Securities as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Public Offering of the Offered Securities The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Securities as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representative, in its sole judgment, has determined is advisable and practicable.

  • Initial Public Offering The Company’s first public offering of Equity Shares pursuant to an effective registration statement filed under the Securities Act of 1933, as amended.

  • Offering of Shares by the Underwriters Upon authorization by the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions to be set forth in the Prospectus.

  • Not a Public Offering If you are resident outside the U.S., the grant of the Restricted Stock Units is not intended to be a public offering of securities in your country of residence (or country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Restricted Stock Units is not subject to the supervision of the local securities authorities.

  • No Public Offering No "offer of securities to the public," within the meaning of Spanish law, has taken place or will take place in the Spanish territory in connection with the Restricted Stock Units. The Plan, the Agreement (including this Addendum) and any other documents evidencing the grant of the Restricted Stock Units have not, nor will they be registered with the Comisión Nacional del Xxxxxxx de Valores (the Spanish securities regulator) and none of those documents constitute a public offering prospectus. SWITZERLAND

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